When Brooklyn Wells was ten years old, she was sitting on the floor of her parents' house playing dolls with her little sister Dallas. Their Aunt Jenna watched over them casually as the news played in the background.

Some time in the night, something crashed through the roof of a Blockbuster, leaving a mess but no debris behind. Authorities were investigating the incident.

Mr. and Mrs. Wells had to drive to the city for a meeting. They'd woken up early and kissed their girls goodbye before making Jenna promise not to give them too much sugar while they were away. They planned to be home by dinner, and if the meeting went as planned, they'd all go out to celebrate.

As the news report shifted to a high-speed car chase, she turned up the sound, listening intently as the girls yelled over her, causing their Barbies to fight. "Shh, guys, I'm trying to listen." The twenty-year old said as she leaned forward to watch.

Brooklyn rolled her eyes and continued playing, bashing her Barbie against her sister's mercilessly. "Ouch! That hurt!" Dallas baby talked to her bigger sister, and Brooklyn took the doll and kissed her on the head before giving it back to the younger girl. While Dallas settled down to change her doll's clothes, Brooklyn looked up at the tv, seeing an old silver car speeding down the wrong side of the road.

The cars swerved as the man continued to follow the train speeding overhead, but suddenly two cars collided and the second one flipped violently before crashing into the guard rail on the side.

The adult gasped and jumped to her feet, falling to the ground and grabbing onto the television set. "Oh my God, Danny!"

Brooklyn's lower lip quivered when the camera lingered on the damaged car for a moment, the news anchor shifting their attention from the chase to the accident as several police officers swarmed the area. "That's Mom and Dad."

Jenna grabbed a hold of Brooklyn as the television picture shifted to the news anchor looking at the camera grimly, "Yeah, yeah it was."

"They'll be home soon. Don't worry Bee."

Despite her little sister's optimism, Brooklyn studied her Aunt's face for the truth. Jenna held her hand over her mouth as her eyes watered, but her arms were shaking. She quickly jumped to her feet and ran for the phone, pulling the spiral cord as far as it could go to keep an eye on her brother's kids. "Hey Mom, did you see the news? I don't know what to do…Hey, actually, I'm getting another call… let me call you back."

Brooklyn climbed onto the couch, peering over the back so just her bright eyes gave her away as her young aunt talked on the phone. "Uh huh… oh God, okay… yeah, they have two girls. Ten and six…. Well, me, I guess…. Yeah, of course. I'll take care of them… no, I'll, uh, I'll tell em. Thank you. Bye."

Dallas buried her fist into her sister's large t-shirt and tugged as she kneeled next to her on the cushions as their Aunt Jenna sobbed into her hand, "What's wrong Bee?"

"I don't know." Brooklyn unfurled her sister's tiny fist and patted her back before scaling the back of the couch to approach Jenna, "What is it?"

The brunette woman wiped her tears and grabbed Brooklyn by the hand, leading her back around to the couch to sit with her sister. Jenna sat cross legged in front of them, sighing heavily before telling the girls, "So, Mom and Dad aren't coming home. They were in an accident."

"The one on tv?"

Jenna looked to Brooklyn and nodded, "Yeah, they didn't make it."

"Didn't make it home?" Dallas asked innocently while she looked between her aunt and her sister, "But they'll be home soon?"

"No, sweetie. They aren't coming home. Not ever. They've gone to Heaven." Jenna wiped her tears, then reached up and took their hands, "I'm gonna take care of you guys now. It's just gonna be the three of us, okay?"

Dallas blinked slowly as she considered this, but Brooklyn clamped her jaw shut and pulled her mouth into a tight line. She breathed in slowly through her nose, shaking a little as she tried to keep herself from falling apart, before releasing the air through her lips. She turned to Dallas, who seemed to finally register that they would never see their parents again, because she started to wail loudly. Brooklyn quickly pulled her sister to her chest, holding her tightly as she sobbed. "It's okay Dee, I'm still here. I promise I'll take care of you."

Brooklyn shot up in bed, gasping for air. She looked around quickly to get her bearings, realizing that she was safe in Steve's bed with the super-soldier. He slowly pushed himself up and softly pushed back her hair, "Sweetheart? It was just a bad dream." She leaned her cheek against Steve's palm and nodded, feeling her chest begin to still. Steve ducked his head, "You okay?"

"Yeah, same thing as before." Brooklyn murmured, planting her hand against Steve's stomach. He slung his arm around her shoulders to pull her close so he could nuzzle her hair with his nose.

"Your parents?"

"Yeah." She groaned, massaging her temples, "I'm sorry, baby, go back to sleep. I'll be okay."

Steve's lips lingered on her cheek, refusing to let go, "I'll sleep when you do."

"I'm gonna call Dee." Brooklyn kissed Steve quickly before swinging her legs over the side of the bed and grabbing her phone, "I'll be back in a few minutes."

"Don't take too long." Steve stretched and shimmied back under the covers, falling fast asleep before Brooklyn could even leave the room.

She lingered a moment to watch him, wanting to take a picture to remember him like this, so happy and at peace. It was an image of Captain America that was reserved only for her; one that she wanted to savor a little bit longer.

Staying by her spot against the door frame, Brooklyn dialed her sister, only having to wait two rings before Dallas groaned, "Bee, it's one in the morning."

"Are you okay?"

"Why wouldn't I be? I was sleeping soundly until you called."

Brooklyn chuckled quietly, turning away from Steve to speak alone, "I dreamt about the accident. Freaked me out. I'm sorry, I just had to hear your voice."

"I'm fine, Brooklyn." Dallas droned quietly, "You should go back to bed. Are you with Steve?"

"Yeah."

"Then go back to bed and cuddle up into Steve's inhumanly perfect pecs. If that doesn't make you feel better, I'll gladly take your place." Dallas yawned and added, "You woke up my cat."

Brooklyn chuckled and shook her head, "How is Mr. Mittens?"

"Ornery. A pain in my ass, but it is what it is. Never get a cat."

"Not planning on it."

"Steve will get you a puppy though. You almost had a Newfie for Valentine's Day, but I told him to wait since you were still kinda out of it." Dallas mumbled, "You know he really loves you right? More than anything."

"I know." Brooklyn admitted, wandering back to the bedroom to find Steve snuggled up to her pillow, "I love him too. It's just not the same after Belarus."

"That's a shame you keep telling yourself that." Dallas's voice grew quieter as she began to drift off to sleep, "You could be really happy."

Before hanging up, Brooklyn told her sister she loved her and let her go back to sleep. Brooklyn slid back into bed beside Steve, curling her arm around him as a chuckle rumbled from his chest, "Welcome back. Was she mad you woke up her cat?"

"Eavesdropping, Mr. Rogers?" Brooklyn whispered as she lifted her eyes to see his face.

He tilted down his chin to smile at her, "Just making sure my best girl's okay."

She sighed and stretched as Steve threw his calf over her feet, "I'm better now that I'm here with you."

"You enjoy sleeping against my inhumanly perfect pecs?"

"Please never say that again, it makes me very uncomfortable." Brooklyn giggled and reached up to place her finger over his lips, "Shhh, goodnight Steve."

"Night Sweetheart, love you."

"Love you, too."

If Brooklyn had known that would be the last night Steve held her in his arms before realizing she was Hydra, she would have stayed in bed a little longer. She wouldn't have woken him up early to go running, or shared him with Sam Wilson, no matter how nice the stranger was. If she'd have known that he'd be called away to infiltrate the Leumurian Star, she would have hugged him a little tighter before saying goodbye.

If she had known what Peggy Carter was going to ask her, she would have never gone.

"Do you love Steve?" The old woman had asked. Brooklyn shouldn't have panicked at the question because she knew the answer but hearing it from Director Carter gave her pause. Brooklyn would never measure up to Steve's first love, but worse, she knew that Steve's days were numbered in the single digits unless she could get Steve to renounce everything that Peggy had built in his honor.

"Yes." Brooklyn croaked, her hands shaking in her lap, "I love him so much. More than anything."

The years didn't take any vivacity from the agent, because Peggy looked her in the eyes and said, "How can you love someone who you have no intention of being with?"

Brooklyn gaped at her, grasping for an explanation as the countdown clock to the launch of Insight's helicarriers ticked on in her mind. Steve knew about Insight, and he was unhappy. He didn't see it correctly. He didn't understand what they were trying to do.

"If you hurt him, after everything he's been through and everything he's sacrificed, I will hunt you down and kill you myself."

Now, as Brooklyn heard Peggy's niece leaving her apartment, Brooklyn's stomach was bunched up in knots. Steve may not know who lived beside him, but Brooklyn knew it was no accident. Whether it was Sharon's idea, Peggy's idea, or Nick Fury's twisted idea of some sort of sick joke, Brooklyn was under constant supervision of Agent 13, and when shit went down in a few days, Brooklyn would be shot on sight for her part in deceiving Steve Rogers.

Music wafted from their apartment, and Brooklyn cocked her head at the sound. She knew she hadn't turned on the record player before leaving, because she never played music when Steve wasn't around. "Steve?"

He was too busy offering Sharon their washer to notice that she was legitimately worried. She knew he found her unnecessarily rude and cold to the blonde next door, but Brooklyn would never, ever admit that she was just nervous. If Steve realized who Sharon was, why the hell would he want plain, boring Brooklyn Hayes? Or worse, when Steve realized who Brooklyn was, he wouldn't hesitate to run straight into the arms of Peggy's niece, someone who shared her aunt's confidence and vigor for life.

"Oh, I think you left your stereo on."

Steve turned to the door, seeing the Brooklyn was still standing with her hand on the knub. When Sharon told him something was wrong, he listened.

"Oh? Thank you." He told the woman as she left before turning his attention to Brooklyn. "I'll take the window."

"I'll take the door. Where's your shield?"

"Think I left it on the floor near the bookshelf."

"Near the kitchen window?"

"Yeah." Steve cracked open the window, letting the cool air attack Brooklyn while she waited. "Open the door and stay low. I'll let you know if it's safe."

Who the hell would be stupid enough to break into our apartment?

Brooklyn turned the doorknob as slowly as possible to not make a sound, using all of her power to open the door as silently as possible. She quickly ducked in before dropping to her knees and pressing the door closed behind her. She slowly turned the padlock in case whoever broke in had friends coming to join the attack.

The sound of Steve picking up his shield was slight, but Brooklyn caught it. She saw his shadow as he leaned against the wall, peering into the living room to see who was in their home. Brooklyn held her breath and waited to hear a gunshot, a yell, or the sound of vibranium smacking against human bone, but all she got was Steve calling, "Hey babe, come on in."

Despite Steve's all clear, Brooklyn kept her knees bent to stay silent as she approached, letting her blue dress fall across the floor until she saw who Steve was gesturing to.

Nick Fury.

When Steve turned on the light, Brooklyn saw the Director was beaten to a pulp. Someone had tried to kill him, and clearly nearly succeeded.

I was told I would get the first chance.

Rage boiled in Brooklyn while Steve and Fury spoke until the Director turned his cell around and showed them a message reading SHIELD COMPROMISED.

A shudder ran through Brooklyn's body from her shoulders all the way to her ankles. She felt like she was watching the exchange from behind a screen, because there was no way that Fury had realized what they were doing and was telling Steve in front of her.

Fury doesn't think I'm a part of it.

"Who else knows about your wife?"

"Just… my friends."

You and me.

"Is that what we are?" Brooklyn's voice broke, realizing Fury trusted her. She was going to be the person who killed him. She'd dreamt of nothing else since Rumlow told her that Fury caused the accident that killed her parents. Except, now that he was bloody and broken in front of her, Brooklyn couldn't find it in herself to want him dead.

SHIELD had bugged Steve's apartment; Brooklyn knew that much. They knew Fury was here. If it was Hydra who tried to assassinate Fury, they knew exactly where he was to try again.

"That's up to you."

The streetlights reflected off of shiny metal, alerting Brooklyn to someone outside Steve's window. Instinct took over and she started to dart away the moment three bullets pierced through the wall and into Fury, causing him to fall.

The sound of the shots hung in Brooklyn's ears as she realized she hadn't gotten anywhere because Steve had pulled her back and shoved his shield into her arms to get Fury out of the fray. She looked at the disk, then at Captain America as he pulled Fury down the hall away from the windows.

Without thinking, Brooklyn threw herself on the ground and took Fury from Steve, pressing two fingers against his throat before he gasped, "Don't trust anyone," and opened his palm, revealing a flash drive. He passed out against Brooklyn's legs and she began to panic, wondering who to call.

Did she call SHIELD and make it look like she tried to save him? Did she call Hydra and let them know the Director was out of play? If she called Pierce, he'd give her the order to eliminate Steve, and she couldn't do that-

She snapped her head up as Sharon broke down the door, wielding her gun, "Captain Rogers!"

"Well", Brooklyn thought aloud "at least this charade is up."

"Captain Rogers, my name is Agent 13 of SHIELD Special Services." She spared Brooklyn a glance and Brooklyn mouthed 'please'. "I've been assigned to protect you."

"On who's order?" Steve snapped, glancing over at Brooklyn.

"His." Sharon knelt beside Brooklyn and pulled out a radio from her scrubs to call for help. She glared at Brooklyn and snapped, "Did you even call for help?"

"This just happened! I didn't get a chance!" Brooklyn cried out, still trying to process what was happening. She had been under the impression that she'd know when Hydra would begin uprising, but nobody had bothered to tell her that they'd put out a kill order on Nick Fury. She raised her head, seeing the assassin on the opposite roof. Even from this distance, Brooklyn could tell his eyes were locked on her.

She pointed without thinking, telling him to go, but Steve followed her gaze and leapt to his feet, "Tell them I'm in pursuit."

Brooklyn registered what was about to happen as Steve sprinted towards the window, shattering the glass and flying across the ally to the rooftop across as she screamed after him. She panted, trying to figure out where they were going. She had to follow them. She had to stop Steve before-

"Hayes, I need help!"

She turned around to Sharon as EMTs arrived to get Fury onto the stretcher. Brooklyn bit her lip and looked out the window, wanting to go after the super soldiers but knowing that would draw suspicion.

Brooklyn snapped her jaw shut, angry that her kill had been taken from her, and her asset had been called in without her knowledge. Pierce had played her, used her like a puppet and dangled power in front of her like a carrot on a stick. If anyone could kill Steve Rogers, it was the Winter Soldier. Hydra hadn't wanted her to know they'd brought him in.

"Hayes, come on, we have to go!" Sharon yelled and she bolted after them, taking the stairs two at a time to follow the agents outside.

"Miss, we're going to need your account of the incident."

"He was shot. Said his wife kicked him out and suddenly there were bullet holes in my home, what else do you want me to say?" She shrieked as the police officer tried to speak to her. He grabbed her arm, and she broke down crying, needing to appear overwhelmed by the events to get out without being a suspect.

"Brooke!"

She looked up to see Steve jogging towards her, and relief washed over her before she remembered she should be disappointed, "Got away?"

"Yeah, are you okay?" Steve asked quickly as he grabbed her shoulders tightly.

"I'm alr-"

"I need to go to the hospital."

I need to get him away from here.

"We can take my car."

"Bike will be faster." Steve argued, pulling Brooklyn towards his Harley before she could protest.

The next hour went by in a blur. After speeding through traffic and practically leaping off of Steve's bike to chase after him down the halls, the world raced by Brooklyn until it ground to a halt, moving in slow motion as she saw disaster unfold before her eyes in the operation window.

Natasha crying.

"He's fast and strong. Had a metal arm."

Equipment beeping.

"Three slugs. No rifling. Completely untraceable."

Doctors yelling.

"Soviet made."

Fury flatlining.

"Oh my God." Brooklyn murmured as she pressed her hand to the glass. It was like watching her family car flip again. The familiar feeling of loss and despair, but when they called his time of death, all she felt was guilt.

She turned away to go hide in the corner and sob. Fury hadn't deserved this. She wanted to look him in the eye and have him beg her for forgiveness. She wanted him to tell her he was sorry for what he did, so she could consider rising above it and letting him live to show how benevolent of a Director she'd be for Hydra if everyone just trusted her.

Or maybe she'd changed?

She turned around and saw Steve standing nearby, looking emotionless but tired. When he realized she was watching him, he asked, "You okay?" and she responded by wrapping her arms around him under his jacket and pressing herself against his chest. He was warm, and a little sweaty from chasing the Winter Soldier, but he was safe and alive and in her arms and Brooklyn had to cherish that. "Sweetheart, talk to me."

"I'm fine. I promise. I just have to get out all the tears, it's part of the process." Brooklyn told him truthfully as she felt his chest rise and fall beneath her cheek.

"Do you wanna see him?"

"No. I'm okay. You should go check on Nat though. I'll be okay. I promise. I'll wait outside."

Steve followed Natasha and Hill into the viewing room as Brooklyn leaned against the wall, taking deep breaths through her mouth. She saw Rumlow appear in the doorway after speaking with Sitwell, but before she could greet them, Steve chased Natasha from the room, trying to get her attention.

Brooklyn followed as Rumlow turned his attention to them, "Cap, they want you and Hayes back at SHIELD."

"Give me a minute." Steve replied, but Rumlow barked, "They want you now."

Steve turned to Rumlow evenly, "Okay," before turning back to Natasha. Brooklyn watched the STRIKE team hover at the end of the hallway until Steve tapped her back. She nodded a little, understanding that he wanted her to go first, but why, she did not know.

She could hear Sitwell through the comms demanding they be brought in for immediate questioning, and Brooklyn's breath caught in her throat when Rumlow gave her a firm nod.

It was time.

Steve appeared beside her and Brooklyn grabbed his wrist quickly, needing to know what he believed to be happening, "What is it?"

"I don't know." He mumbled as STRIKE turned and led them from the building. Steve leaned low to whisper beneath Brooklyn's wispy hair, "Stay by my side and keep your mouth shut. I'll take care of it."

When Jack Rollins pushed open the doors, the sun was blinding to Brooklyn after the never-ending night. She knew this morning was different though, it was the dawn of Hydra.

Brooklyn had spent more time in Secretary Alexander Pierce's office than she cared to admit, but she was thankful that he pretended not to know her. She didn't want to explain to Steve how she knew the Secretary. After the stunt they'd pulled assassinating Fury, Brooklyn didn't know if she wanted to associate with Hydra at all.

"Why was Nick Fury in your apartment last night?"

"I don't know." Steve rested his hand on Brooklyn's knee, and she grabbed it, holding onto him for dear life. Her heart was beating rapidly, and her palms were sweaty. She just wanted to cling to Steve until they could leave.

Pierce poured Brooklyn a glass of water and slid it across the table towards her. She eyed it suspiciously, scowling at the offer. "You want something else?"

He's toying with me.

"No thank you." She looked to Steve quickly, ignoring the water as the Secretary engaged in conversation with Steve. Brooklyn breathed slowly, trying to calm her pounding heart, but it drowned out everything else until Steve blurted out, "He told me not to trust anybody."

"I wonder if that included him." Pierce implied, but Brooklyn shook her head.

Pierce glared at her as she steeled her jaw defiantly, "I don't believe that."

Steve raised his hand to tell her to stay quiet, but Brooklyn had had enough of Pierce's bullshit. She shot to her feet and tugged Steve's arm, telling him not-so-subtly that she wanted to leave. "I'm sorry, those were his last words. Excuse us."

Brooklyn swallowed hard as she raised her chin, knowing if there had been any truth to Pierce's offer to make her Director, that was gone. All she could hope for now was to get Steve out with his life.

"Agent Hayes." Pierce said as Brooklyn grabbed Steve's shield, causing her shoulders to stiffen, "I'd like to speak with you alone."

She turned slowly, meeting his steely gaze and reading his look as one of disappointment. "I'd rather Steve stay."

"Somebody murdered my friend, and I'm gonna find out why. If he can't tell me," he nodded at Steve, "maybe you can. Anyone who gets in my way is gonna regret it. Anyone."

He's gonna kill Steve.

Brooklyn tightened her grip on Steve, not ready to lose him after everything they'd been through. She wanted more time to figure something out. "It's okay." Steve told her as he leaned over to kiss her quickly, "I'll see you at home. I'll get it all cleaned up."

Pierce smiled wickedly and Brooklyn's heart shattered, "Okay." She dropped her hands, hoping he didn't notice how they were shaking, "Love you."

"I love you, too." He told her before turning the corner to go.

Her breath caught in her throat and she knelt down, placing her hands on her knees as Pierce approached with a filled champagne flute, "You did it. It's over now."

She looked up, eyes pleading, "Don't kill him. I'll do anything, just don't kill him."

"We don't plan on killing him Agent Hayes, contrary to what you believe, we aren't going to wave a Hydra flag over the Triskellion and out ourselves to the world. We're just going to puppet SHIELD as we always have."

Brooklyn stood and wiped her hands on her uniform, forcing a brave expression that didn't feel right on her face, "I'm just fond of him. He's a good man."

"I never said we weren't going to take him into custody, I just said we weren't going to kill him... yet."

She whipped around towards the door as Pierce pulled up the footage from the elevator. Brooklyn backed up to get a better look, seeing Rumlow enter with Steve, followed by more agents, "They won't be able to take him."

"Oh no?" Pierce chuckled, "Why not?"

"Because it's Steve Rodgers." Brooklyn murmured, raising her fist to her mouth as Rollins slid in in front of Steve, shooting him a dirty look, "He'll fight through anything you send his way."

"Anything?"

Brooklyn looked slowly to Pierce, shrugging a little, "He doesn't have any weakness."

"We both know that's a lie." The Secretary said with a knowing grin, "Are you saying you won't bring him in?"

She paused, "No. I won't. I quit."

Pierce laughed loudly as the elevator doors closed and began to fall, vaguely hearing Steve address the people within it before the Secretary shut off the video feed so Brooklyn couldn't see. Instead, he pulled up video footage of the outside of Dallas's apartment building in Manhattan.

Her eyes grew as she surged forward, pointing at the screen, "Where the hell did you get this?"

"We're SHIELD, you think it's hard to hack into a traffic camera? It's the easiest thing we can do." Pierce paused and leaned against the back of the couch, "We had your Aunt Jenna fly in from LA for a business trip. As expected, she's staying with your sister, meaning the only family you have are in one place. It would be so easy to have an accident. A gas leak. A kitchen fire. A break in. Their lives are in your hands, all I need is you on the twenty-fifth floor. Now," Pierce held out the flute for Brooklyn to take, "Hail Hydra."

Brooklyn took a deep breath as she saw Dallas trot down the steps of her apartment building in her scrubs before the footage immediately switched to Steve throwing Rollins up into the security camera. He was kicking the shit out of the Hydra agents. It was either stop Steve or condemn her family to death.

She took the flute and tossed back the bubbly before shoving it back into Pierce's hand, "Hail Hydra," she spat as she stormed out of the office to the service elevators at the end of the hall. She rode down to the twenty-fifth floor, praying that Steve would understand someday.

When the doors slid open and she appeared, the STRIKE team already in position to apprehend Steve stood a little taller as she approached. She passed by Mason, rolling her eyes, "Give me the rocket launcher."

"Are you serious?"

"Give me the fucking gun." Brooklyn snatched the weapon from his hands and glared at him as the team split apart to let her pass, so she was at the forefront. The elevator beeped, signaling that it was about to open.

When the door strained open, Steve took a step forward before stopping dead in his tracks. Brooklyn saw his mind go from exhaustion, to confusion, to devastation in a matter of seconds, but she couldn't care about Steve's feelings anymore.

Brooklyn hiked up the rocket launcher to aim at Steve's chest and smiled wickedly, cooing sweetly, "Hey there, Soldier."